The Downpour
by Hillside Dancing On
Summary: When Bumblebee crosses paths with a wounded Soundwave, circumstances bring them to a deeper understanding than they ever expected - and closer than they ever dared. Dual authorship with JenKristo! Rated mature.
1. Chapter 1

**Disclaimer: **Transformers isn't mine and I'm making no profit off of this, and neither is JenKristo. Them's the breaks.

**A/N: **The story that follows is actually an RP between myself and the ever-amazing JenKristo. The Bumblebee bits are hers and the Soundwave bits are mine. If by any slim chance you haven't yet, you need to go and say hello and read her stories and buy her book.

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Soundwave was in trouble, and he knew it.

Somewhere above the red-banded canyons, all his precautions had failed him as quickly as his homing systems - what had started out as a last moment stand in for Dreadwing had left him wounded, crashed and laid out across the crimson soil. Unable to fly and with his communications systems impaired, he was making his way stoically through the valley, headed for a grove of trees he'd seen in the distance. Once under cover, it would only be a matter of waiting for the Nemesis to fly back within range.

The sun hung low in the sky, and Bumblebee sped faster through the canyons in hopes that he'd return to base before sundown. He'd detected Decepticon presence for just a brief moment during his patrol, and he needed to get back-up before trying anything on his own. A few years ago he'd gladly further his exploration by himself, but Optimus had made him promise to let them work as a team, and he wasn't about to get himself in a situation where he'd need to be rescued. He turned the last corner around the canyons and followed winding road into the forest.

Finally, mercifully, Soundwave reached the treeline. A lifetime of careful study had left him more than capable of coping with any pain, but he knew his injuries could only be treated in the sick bay. He paused, testing his connection to the ship and finding nothing but static; as he'd thought, the ship would not be returning for at least a day. Left with no other option, he settled down to rest and conserve energy.

Bumblebee drove deeper into the woods, glad to be out of the open. It was safer here, away from the optics of the flying Decepticons. But his calmed thoughts vanished as he picked up another flash of a Decepticon signal. In his surprise he hit the brakes, sending his alt mode to an especially loud, screeching halt.

There was nothing Soundwave could do to hide his signal. He shrunk back against the shadows cast by the trees, folding his arms around himself to hide the glistening violet lights. His sensors locked onto that of the Autobot as he prepared himself for a fight he had no intention of losing.

Bumblebee would have loved to just burn rubber out of there, but there was no telling if the signal was behind or ahead of him. Something was off about it, either his sensor wasn't working right or the con's wasn't. He shifted and extended his canon, peering into the woods on either side of the road. It was too quiet, none of the normal noises emitted by the organic life in these regions. With no signal until he reached the other side of the forest, he was going to have to do this on his own. He looked closer into the woods and took a few tentative steps off the road onto the pine needle-ridden earth. He held his canon steady as he turned around the corner of a large boulder, his optics dilating at the sight.

Far below the scout, concealed by the darkness, a tendril was snaking its way through the leaves. While Bumblebee was turning around the boulder, it was waiting for the right moment to strike from behind, to ensnare his leg. Suddenly, it lashed out.

Bumblebee's vocals let out a surprised squeak as one of his pedes was pulled out from under him. He fell forward, knocking against the ground with a thud. His canon went off on its own, momentarily lighting up the shadows. His intakes gasped at the momentary sight of Soundwave's crouched form, followed by the powerful pull of his tendril.

Soundwave's thought process was cold, straightforward, and quick. This was the young scout that had refused to break before Megatron; there was no point in bringing him back alive for a repeat performance. Pulling Bumblebee back towards him, he extended a second tendril out for the kill.

Bumblebee's digits dragged in the dirt as he was pulled. He heard the metallic sound of another feeler and turned to look. His optics widened as he saw the tendril rear up like a snake ready to strike. He knew his life depended on it, so he flipped onto his back as quickly as his frame would allow and fired his canon at Soundwave, hitting him dead and center on his dark screen.

The tentacle loosened as Soundwave jerked back, a servo flying to his damaged screen. His vision blinked, filled with static, and suddenly went dark. The remaining tentacles whipped the air, prepared to bore into anything that happened to get in their way; the still air was filled with the deadly whine of the blades lining their circular mouths.

Bumblebee scrambled back, more than once having to flatten himself to the ground to avoid being struck. He could make a run for it now; this could be his only opportunity. Any yet when he looked at the dark mech grasping at his face, his curiosity compelled him to linger. He backed further away, canon still pointed at the Decepticon.

For the first time in eons, Soundwave felt a faint chill run through him. His mask wasn't simply cracked...it was crumbling beneath his very servos. The broken pieces slipped through them, scattering unceremoniously across the forest floor - and when Soundwave looked up, it was his own violet optic that peered through the cracks between digits.

To be continued...


	2. Chapter 2

Something about the sight of Soundwave desperately covering his face sent a twinge of feeling through Bumblebee. His memory flashed through crushed vocals and a torn-apart jaw, mouth mangled. He remembered holding the pieces of his lower face and throat together as Ratchet tended to him. He knew the look in Soundwave's optics, that terror and shame, the unwanted exposure. Soundwave was hiding something he didn't want to be seen. Bumblebee sent his optics to Soundwave's pedes, with a strange desire to give him privacy. '_I didn't know there was something under there to hide_,' Bee said through a series of beeps and clicks.

Soundwave knew that he could ignore it. Lash out at the Autobot as his duty required, finish him off the way Megatron should have finished him off so very long ago. But he sent out a message via internal commlink, for Bumblebee to accept or reject. The choice was for him alone. _Subject: Facial plating. Concealment for purposes of efficiency. Status of hiding: nonexistent._

Bee's optics flickered with surprise at receiving a comm. He met Soundwave's stare again. '_Keep telling yourself that. Is it efficient to cover your face too?_' After a moment he added, '_Not that I'm so interested in it, just pointing out your bullshit_.' He knew the last part was a lie, though with his own experience, he would never really pressure someone to expose themselves.

_Facial plating, current status: confidential. _The wind was chilling Soundwave through his digits; he glanced downwards at the broken pieces just to see if they could still be savaged, only to remember his optics and all the small details to be gleaned from their movements. _Subject: Level of Autobot interest. Level is high._

Bumblebee tried to hide his embarrassment as he responded in Cybertronian. '_What makes you think that?_'

Soundwave nudged the broken pieces with the tip of his pede, trying to keep even his smallest gestures in the protective shadows of the forest. The shock of having his mask so quickly and thoroughly destroyed had turned his processor from what otherwise would have been a definite plan of attack - to strike with his tentacles while the scout was distracted. _Subject: Conversation. Initiation point: Autobot, Bumblebee._

It took Bumblebee a moment to shift around Soundwave's statement into something familiar. When he figured it out, his embarrassment increased. '_Well I guess you caught me there_.' He watched Soundwave struggle with the loss of his mask, watching the shards on the ground like he'd shattered the doors to his spark chamber. It was painful to watch, and slowly growing unbearable. He lowered his weapon and finally reverted his canon back to a servo. '_You know back on Cybertron when I was in the medical bay, mechs who had lost whole limbs, the ones who would never fight again, took a look at me and couldn't stand it.'_ He took a tentative step toward Soundwave, servos in sight to prove he wasn't a threat. '_I mean, I'm not as bad off as I was back then, but still. It's a shame how something so superficial can change your life… even if you don't personally care about it_.' He took another step forward. _'__I'm coming to you, and I'm not going to try anything. I'd appreciate if you did the same, and I promise you'll feel better afterward._'

Soundwave stared at Bumblebee, his gaze calculating. And then, slowly, he retracted his tentacles into his body, lowering his free servo in the most peaceful stance he could remember how to form.

Bumblebee questioned his own sanity as he came closer to the Decepticon. But he had only one life to live, and this felt like the right thing to do. He reached into his subspace and pulled out a large, white polishing cloth. His energon pumped more quickly as he came within reach of Soundwave. '_I'm not going to look_,' he assured him, offlining his optics as he spoke. He reached up to the taller mech and wrapped the cloth around his helm in a triangle, like he'd seen in a western video game Raf had once played. It took a moment to tie the knot as his servos shook.

Soundwave reached a servo up, brushing the tips of his digits against the pale material. As close as he stood to the younger mech, his tentacles could have struck out and simply constricted him. He wondered if Bumblebee knew it. _Present objective: Elimination of Autobot Bumblebee. Status: Postponed._


	3. Chapter 3

Bumblebee onlined his vision as he let his servos fall._ 'That's uh… that's good to hear.'_ Even so, his internal temperature was rising from the danger of the situation he was in. He knew the stories, of how Soundwave had given Megatron a run for his credits in the pits. It was a blessing that his intellect was valued more than his combat skills these days, otherwise the Autobots would probably have sustained far more damage. His optics trailed unconsciously over the danger and finally he took a small step back to put some space between them. _'So what's your new objective?'_

Soundwave stepped back, processor already focused on matters of survival. Despite his unexpected parley with the Autobot, he wasn't about to give out any information that could harm the Decepticons - including his plans to reunite with the Nemesis. _Short term objective: Endure until daylight._

So Soundwave was damaged? '_Oh,_' Bee said, looking closer at his frame. In the darkness he hadn't noticed the irregularities in the damaged portion of his plating, but now that he was looking, he could see it trailing along his side. '_I hadn't even noticed that you needed repair. I guess that explains why you're lurking around in the woods instead of flying home. And I thought you were here to catch Autobots on purpose.' _

_Location assessment: Remote. Signs of previous Autobot presence: nonexistent. Conclusion: Poor for purposes of Autobot containment. _Soundwave looked up, seeing the stars appearing through the gaps in the trees. For a moment, he worried the dense tree cover would interrupt any signal he tried to send the _Nemesis_. The last thing he wanted to do was be forced out into the open, especially when he was so impaired and so close to an enemy.

He let out a beep in acknowledgement, but his mind was back on getting home. It seemed that somehow they'd established a momentary truce. He couldn't imagine a reason Soundwave would postpone killing him, if he wasn't in the mood to do it now, he probably wouldn't bother until next time they met, right? So hypothetically, he could just leave. Or could he? '_Well… I guess I'll just be leaving then_,' he said, testing the waters as he began stepping back. But then a thought occurred to him. '_wait…_'

Soundwave paused, turning his optics back to Bumblebee. He said nothing, but gave a tilt of the helm that was signal enough to go on.

Bee pointed to Soundwave's chest. '_If I leave, you could send your symbiote after me and find our base. The only way I can make sure that doesn't happen is if you leave first. But if you're staying until morning_…' Bumblebee's shoulders slumped, '_that means I'm stuck here too_.'

Soundwave blinked his optics once, calmly. _Assessment of statement: logical. Alteration of short term objective: Endure until daylight, alongside Autobot Bumblebee. _There was little other option, but he realized the situation could have been far worse - he had no reason to believe that Bumblebee would harm him just now, even where another one of his faction may have. He shuffled off through the loam, intending to find a clearing where the signal would transmit more sharply, knowing Bumblebee would follow him.

Bumblebee followed a few steps behind, not sure if he should pay more attention to the Decepticon or to the darkness around them. Crickets were beginning to chirp, and far in the distance he could hear the cry of some wild organic. He looked around wearily. '_So, do you have much experience in the great outdoors?_'

_Subject: Unsettled Earth terrain. Field experience: moderate. _Although he was under no obligation to, Soundwave was speaking the truth. His position may have kept him glued to the ship, but he had taken several flights just to acquaint himself with the new territory. He could fight on it and navigate it, which was all he'd thought he would need...the situation among the cliffs had been a serious reproach of his complacency.

In the distance Bumblebee saw a soft flash of light through the trees and shivered internally. Weather on Earth wasn't even comparable to the nightmares on Cybertron, but the prospect of storms and rain still left him with a bad feeling. He crossed his digits that it wouldn't come closer. '_S-So what are you looking for?_' Bumblebee asked, wondering why Soundwave didn't just settle down.

_Seeking: Sparse tree covering. _However, there had been a barely discernible decrease in the quick, businesslike pace Soundwave had begun. On the Nemesis, storms generally raged well below the warship's level of flight. He had never been caught out in one and did not relish the thought in the least.

'_Trying to phone home, huh?_' Bumblebee said, not really expecting an answer. The sky groaned above them and Bumblebee unconsciously double-stepped closer to Soundwave. He looked around and finally spotted a clearer patch of stars. '_There_,' he said, pointing to the right.

Soundwave made for the clearing, stopping just as another, louder grown clapped across the sky. He shuffled back, pedes skittering across the leaves. Suddenly, it felt safer to be outside of that open space that was so exposed to the sky. The message he shot to Bumblebee was quick, as close to sounding anxious as such a transmission was capable of being. _Subject: Earth storms. Requesting information._

'_The rain doesn't melt you_,' Bumblebee replied, because that was the most important factor to anyone with experience on Cybertron. '_Uhm… the lightning could hit a tree, and if it went through the roots we're stepping on it could fry our systems. Or the wind could knock a tree over and it could land on us. And going out in the open isn't exactly a good idea either, because then we'd be the tallest thing around, and lightning likes tall things… and metal, as we both know_.' Bumblebee looked around. '_I think a cave would be good, or a rocky overhang or something. Do you have any tech to find that kind of thing?_'

Immediately, Soundwave deployed Laserbeak from the space on his chest. He would normally be more hesitant about sending his beloved symbiote out into such a dangerous situation, but this was a potential matter of life and death; Laserbeak would know this as well, simply because Soundwave did. The strange creature took off into the gathering storm, its flight silent. _Location of shelter: Pending._

Bumblebee watched the mechanical bird disappear into the darkness. He leaned against a large tree, crossing his arms. He hoped it looked like a casual stance, but it was more to make him feel better. He missed Raf and the Bots and their well-lit base, safely tucked inside a mountain. Yes, aside from the roads, he was definitely an indoor bot. '_So…_' he began, feeling the need to make conversation, as odd as it was with Soundwave. '_Is your symbiote you? Or does it think on its own?_'

Soundwave didn't need to observe the scout for long to read his stance thoroughly; they didn't call him a spy without reason. It was reassuring to know that their discomfort with the storm was mutual and not a sign of weakness he was carrying alone. _Subject: Laserbeak. Information requested: Personal. _A short time ago, he would have simply said it was classified.

'_Well slag,_' Bumblebee muttered, '_I tried to think of the least secret-Decepticon-intelligence-related subject, but I guess Laserbeak is off limits too, huh?_' He rambled on, not really caring that that he was still on the subject of Laserbeak. '_It just seems like it would be cool, if he was intelligent. I mean, to never really be alone_.'

_Laserbeak: subject invaluable. _Soundwave tapped a single claw against his arm, listening to the sounds of the storm. _Proximity: Constant. _Just then, the bird swooped down and rejoined Soundwave without ever so much as looking at Bumblebee. Silently, it told Soundwave all he needed to know. He extended a long digit northwards just as a swath of clouds crossed the moon.

'_Great, lead the way_,' Bumblebee said, pushing off from the tree.

Soundwave led him to a cave set into the side of the cliff, not far off from the forest. It didn't extend too deeply, but it was deep enough to grant them shelter from the storm. He was incredibly grateful for that and unable to keep it from showing in his exposed optics. _Subject: shelter. Defenses against storm sufficient?_

Although it wasn't necessary to look someone in the face when they were comming you, Bumblebee continued to glance Soundwave's way when he communicated. And this time he was caught off guard by the taller mech's expression, at least what he could see of it. '_Uh… what was that again?_'

Soundwave blinked once and repeated his message. He didn't know what it was that kept returning those cyan optics to him, but he made sure to smooth out his expression. _Requesting information: defenses against storm, sufficient?_

The breeze was already picking up, the nearby trees swaying in its path. _'Right, yes._' Bumblebee walked into the shallow cave, looking around with mild interest. He pressed himself to a side wall to give Soundwave room to join him.

Soundwave moved in close, eager to put a healthy distance between them and the entrance. There wasn't much space for any other spot, but he couldn't bring himself to care and relaxed visibly.

Bumblebee had kept himself slightly closer to the entrance of the cave to keep space between them, but a bright flash and a crack of thunder caused him to emit a loud sort of chirp as he backed farther into the cave. When he realized what he'd done, his doorwings sunk with mortification. '_You don't seem like the gossiping type, I can at least tell myself that_.'

Soundwave's optics were somewhat difficult to read, or at least he was devoting much of his energy to keeping them that way. But he couldn't judge the young mech for doing what he would have liked to do himself. _Response of Autobot Bumblebee: logical._

Bumblebee stared at him for just a moment before bursting out in a strange sort of mechanical laugh, his body language making up for the actual ability to do so. '_Are you trying to make me feel better?_'

_Assessment of usable space: space minimal. Confrontation: ill advised. _The cloth tied about Soundwave's face twitched slightly, but it could have easily been the wind blowing through the cave.

'_Fighting is the last thing I'd like to do right now_,' Bumblebee said, settling on the floor with his legs crossed, arms propping him upright. '_And I know it was probably just your logic evaluating the room, but for a second there I sort of thought you were slipping_.' He looked up at the other mech. '_So how'd you end up needing concealment?_' Bumblebee waved a pede playfully. '_It's only fair that I know since you know my story_.'

Soundwave gazed at the wall. He knew what had happened to Bumblebee, of course, and had seen it with his own optics. The brutality of it didn't seem to mesh with his own experience. _Subject: Personal identity. Status: Unneeded. _

'_Yeah, yeah, top secret stuff_._ But haven't you ever heard that unnecessary information makes life more enriching? You're all about intelligence-collecting. I would think you'd understand. I want to look at you and get it.' _Bumblebee looked out at the darkness at the mouth of the cave, watching the outlines of thrashing trees appearing in the light of the moon._ 'Like moonlight. I think it's a lot cooler to know why it's glowing, than to think something dumb like there being an entity up there. But whatever. You probably just like leaving an Autobot hanging._'

The next message Soundwave sent arrived without urgency, his optics still focused on the same fleck of pale stone embedded in the cave wall. _Personal identity unneeded...purpose: occupation change. New occupation: Follower of Lord Megatron._

'_Oh_,' Bee beeped quietly, feeling embarrassment fill him to the brim. '_So you're fine. You're not like me. I shouldn't have assumed you were_.' His vents exhaled, wishing suddenly that he could overcome his fear of the storm and find the road home.

Soundwave looked at him. For a long, long moment, he hovered over his own indecision - what he wanted to do and all that it would mean. Slowly, he reached up to grasp the white fabric, swiftly tugging it down. There, in the very moonlight Bumblebee spoke of, a metal mouthpiece similar to the Autobot's was plainly visible.

Bee watched him without looking away. He stood slowly and took a step closer. '_I thought you meant your personal identity was your face, but I was wrong. You meant your voice, didn't you?_' Bumblebee's chirps escalated angrily. '_You did this to yourself?_'

_Personal identity makeup: Vocoder, visual of facial plating, identifying markers _was the reply Soundwave sent cooly back. This was not the response he had anticipated from Bumblebee; just what he'd been expecting, he couldn't say for certain. He braced himself for whatever came next.

'_I've been mourning the loss of my vocals for so long, I can hardly remember what I sounded like, and you just…throw away that same thing like it means nothing at all! What's going to be left of you when it's all over, if you win? You'll be some hollow shell, not good for anything but being Megatron's continued errand mech!_' Bumblebee was screeching now, his servos balled into fists. 'How _could you do this to yourself? How?!_' And then, anger spilling over, Bumblebee shoved Soundwave as hard as he could muster.


	4. Chapter 4

Soundwave needed no further provocation. His tentacles shot out, seeking Bumblebee's arms and legs. He pressed him tight against the cave wall, holding him there as he surveyed him coldly. _Subject: Autobot Bumblebee. Level of comprehension: Negative. Odds of future comprehension: Minimal._

Bumblebee thrashed in vain against the restraints, part of him letting out his anger through wasted energy rather than saying any more to instigate Soundwave. He jerked at his restraints until he began to tire out, and then sagged against them as his intakes panted air. '_I understand, at least I think I do. I just don't like it._' His optics slid up to meet Soundwave's. '_You live in a cold world_.'

Soundwave didn't let him go, but he loosened his grip enough to avoid hurting him or impeding his intakes. It was the last thing he wanted right now. This had drifted away from mere combat; it was about something more now. _Regrets: Nonexistent. Dissatisfaction: Nonexistent. Overall losses: Minimal. _

An absurd memory crossed Bumblebee's processor. He'd discovered a lot about humans over the years, and one of the things he'd learned on a television broadcast was how young human protoforms took comfort in being tightly wrapped in their blankets, how the restraint made them feel better. It made him feel juvenile that he could find comfort from this restraint, the enemy's feelers coiled around him, restricting his movements. Relaxing was something he had trouble with, and this forced stillness ebbed the anger he felt toward Soundwave's self-destructive decision. _'__I guess… I guess our priorities are just different_,' he admitted bitterly. '_I don't know if I could ever wrap my helm around what you did. But each to his own_.' He looked at Soundwave again, and wished he could read what was passing through his processor.

Soundwave's tentacles were nothing if not perceptive; they were one of many windows to the outside world, the sharpest interrogation tools he possessed. Through them, he knew that Bumblebee's systems showed signs of relaxing...what they couldn't decipher was why. _Subject: Silence. Corresponds with increased perception. Current status: Unhindered. _Though the tentacles were still in their restraint of Bumblebee, they continued to curl softly, as though they were thinking, breathing.

Bumblebee jerked as the feelers began to move in a different way against him, the sudden change startling. They continued to turn, sending one shiver down his frame after the next. And suddenly a sensation ran to his processor, a register of feeling that he was not at all ready to accept. That was not the right designation. No way, no way. He glanced at Soundwave again, wondering if he had any idea what he was doing. '_What are…_' his beeps were cut off as he shuddered. '_What are you doing?_'

As soon as the first shiver hit Bumblebee, Soundwave knew exactly what he was doing. That he didn't pull his tentacles away immediately was a terrible sign; an implication that every ounce of discipline he had worked to instill in himself was for nothing. He loosened them, sliding them off Bumblebee's frame.

Bee sagged against the wall as he was suddenly forced to hold up his own weight. His servos pressed against the rock as if it would settle his mind along with the rest of him. The unallowable sensation reminded him of the increasing frustrations he was coping with back at base. It seemed like it was ages ago that his system had shifted, and Ratchet's explanation gave him little relief. He looked at Soundwave as the word 'relief' repeated in his processor. Immediately he covered his face. 'Get it together, Bee,' he thought to himself. But then his next words did a complete back flip on his effort to regain control. '_So Soundwave, what is your increased perception telling you now?_'

Even without tentacles, the Decepticon was not blind. Bumblebee's systems were heated, brimming with sharp new surges of electricity, and the sensitivity that would follow was something nearly every Cybertronian had experienced. The wisest course of action would have been to ignore the question; Soundwave knew this. _Subject: Autobot Bumblebee. Analysis: First cycle._

Bumblebee whined at the mortifying analysis. '_Well I have you there_,' he mumbled in low beeps, '_This is, in fact, my third_.' Bumblebee couldn't lift his optics off the ground anymore. He gestured with small waves of his servo, '_See, this is what happens when you don't… do anything about it the first time. It doesn't get any easier the next. Or the one after that._'

Soundwave tilted his helm slightly. He found it hard to believe that the Autobots, with their small numbers and apparent camaraderie, would allow one of their own to suffer such a distracting problem for one cycle, let alone three. If nothing else, Knock Out would have provided something that vibrated. _Requesting information: Autobots capable of providing stimulus?_

Bumblebee raised a brow. '_Wha… Oh no, no way. I don't know, none of them ever talk about that. Either they're all repressed like I am or they're interfacing out of my notice, which I certainly appreciate_.' Bumblebee shuddered with dislike. '_Ratchet explained how to_…' Bumblebee suddenly glared at Soundwave. '_I can't believe I'm telling you this. Well, if anyone can keep a secret, it'd be you. Anyway, I don't like it. I haven't tried it. I just don't want to_.' Bumblebee was reaching untapped levels of embarrassment. '_We don't have to talk about this anymore._'

Much later, Soundwave would look back and blame the loss of his mask and the crash of the storm. He would tell himself that his judgments were impaired, that he was not himself. _Requesting permission: Apply correction._

Bumblebee stared. He couldn't believe how he'd gotten into this, tucked in a cave, being propositioned by a Decepticon. But circumstances weren't exactly what they had been a few hours ago. He was confident that for the meantime, Soundwave wasn't planning to kill him. And he wasn't simply taking from him, as had been drilled into his processor since he'd signed up with the Autobots. The Decepticons were supposed to be a lot of things that Soundwave was disproving. Bumblebee's optics drifted over him, the sharp angles and dark enamel, and the plating hiding those deadly feelers. But he couldn't, he had to say no. He exhaled.

'_I'd like that_.'


	5. Chapter 5

**A/N:** For anyone who's interested, the song being referred to is called "Air and Light", by Steve Roach. It can be found on Amazon and, at least at the time of this writing, on youtube.

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With a soft hiss, the tentacles made their way back to Bumblebee. They took him into their embrace - and indeed, it could only be called an embrace - wrapping sinuously around his limbs and torso while remaining just shy of sensitive paneling, hot and teasingly close against his upper thighs. Soundwave watched him closely, intently, but his optics had become just the slightest touch less serious.

'_Oh_', Bumblebee murmured in surprise as he was surrounded. He'd certainly wanted them back, but he hadn't anticipated such a quick return. '_Ooh_,' he said as they slid over his thighs, over his back and around his waist. His stomach was sensitive, and their presence there caused his abdominal plating to shudder.

Quickly taking note of the places that garnered the strongest reactions, Soundwave softly rippled the coils around Bumblebee's stomach. He wanted to believe this was merely another small victory over the Autobots - a measure of control over their beloved scout, a relief they had refused to grant him, a place in his memory. But Soundwave had never been one to take such sinister measures. The fact was, he wanted to grant Bumblebee pleasure...and since he was acting on this, he wanted to do it properly.

The scout let out a sharp gasp as the tentacle slid against his abdomen. He offlined his optics, the sliding and curling around him making his processor swim. His helm leaned back as he enjoyed it. It felt so good, and he wished he could reciprocate somehow. His optics onlined and he looked sideways at Soundwave. '_Is this... ah… going to be me and your feelers, or am I going to get to touch you too?_'

Soundwave hesitated. Pleasuring Bumblebee was one thing, but being touched by him was entirely different. Unable to decipher it was the sort of difference he was prepared to face, he answered the question with another. _Reciprocity: desired?_

'_Of course_,' Bumblebee said, but then his assuredness faltered. '_Wait, you do want me to, right? I mean, we could test the waters, you could tell me to back off if you don't like something…_' Even under the continued ministrations he managed to feel awkward. '_No pressure if you're not into that_.' Inwardly he was surprised and a little disappointed. There was no doubt the feelers could do everything unassisted, but he'd thought Soundwave had a mutual interest in interfacing. It was embarrassing to wonder if this truly was just a favor, and even stranger to think he'd lose his v chip to… no. He shouldn't expect anything like that, he'd just see if maybe he could get Soundwave comfortable, at least find some small way to please him back. That would be enough.

The tentacles surrounding Bumblebee loosened, slipping off him somewhat. Then, Soundwave stepped closer until he was standing before the Autobot, looking down at him with his inscrutable optics. _Subject: Waters to be tested. Permission: Granted._

Bumblebee nodded and breathed, optics trailing around Soundwave for something to do first. He at least wanted the first thing to go right. He had nothing to go off from the other Autobots, not a single thing. And then he remembered Miko, gently kissing Bulkhead in alt-mode. '_Alright_,' he said, making a decision that was big to him. '_I think I'll take a step into your world. I hope you don't mind the scars._' He slowly put his servos to his artificial vocalizer and unsnapped it. He pulled it away slowly, watching Soundwave for a reaction to the scarring. He'd never forget Megatron's digits crushing his throat, and how he maliciously buried his thumb in Bumblebee's mouth until his jaw had snapped, facial plating torn up on the side. He pushed back the memory and set the vocalizer on a stone ledge. Slowly he leaned forward, offlining his optics as he placed a kiss on Soundwave's chest. Soundwave was smooth against his mouth, and he had to resist lingering. He pulled away and looked up at Soundwave to see if it would be approved.

Even in the faint light coming through the cave, Soundwave could recognize every scar on Bumblebee's face. They were horrific, filled with an inexcusable cruelty that the spy could not apologize for, but somehow impressive - like the beautiful, broken things that made up Cybertron itself. He didn't know how the young scout had ever survived, let alone agreed to this sort of thing with him. Whatever the reason, something finally settled onto Soundwave...a quiet joy that he had. Soundwave touched the very tips of his claws to the side of Bumblebee's face, barely light enough to be there. He gave a single nod.

Bumblebee shuddered at the feeling of his digits against him. Having the damaged plating physically acknowledged made it all too real. But being touched told him a lot of things. It told him Soundwave wasn't put off, at least not enough to end this here. And Bumblebee was glad of that, as he turned back to Soundwave's chest, pressing against him again. After being given the 'ok', he let himself linger, one kiss merging to another. He offlined his optics, resting the ends of his digits against Soundwave to steady himself. He had to resist fully pressing his hands against him, not to mention the rest of him. He found a seam between two plates, and in his haze, he ran his glossa up along them.

Even if Soundwave wanted to, he couldn't have vocalized his enjoyment. He watched all of Bumblebee's actions calmly, as though studying two other mechs engaged in something so intimate. The only signs of his mounting enjoyment came in the twitch of his digits and the sudden roar of his fans.

Bumblebee found such relief in the sound, finally being assured that Soundwave was feeling _something_. He heard a rough static crackle escape his throat as he attempted to vocalize his enjoyment. He bit it back quickly, but wasn't ready to send a comm. It felt too unnatural to replace speech with text. But then again, this was what Soundwave preferred. Maybe it would help to speak his language. '_Soundwave…_' he finally commed, '_I'm not sure how far you're going to let me go. So can you make the next move? Show me what you like?_'

Hearing the comm was more comforting than he thought it would be. His tentacles once again hooked lightly around Bumblebee, but the servo that covered the scout's was Soundwave's own. He placed it upon his slender waist, where the thin bands of light seemed to snake up from his panel. The tentacles began to coil again, faint and encouraging.

'_You like it there too, huh?_' Bumblebee commed him, '_Well I'm going to try something, just push me off if you don't like it._' Bee vented air to ease his nervousness. He put his other servo on Soundwave's waist and stepped back, pulling Soundwave with him. Bee spread his doorwings so he could lean against the rock, continuing to pull Soundwave until their abdominal plating pressed together. He let out a crackled moan, enjoying the feel of the other's heat. He arched into it, optics rising to meet Soundwave's for approval.

Soundwave's optics slitted...the first real change of expression they had produced. A moment later he leaned in closer, revving his engine and sending a wave of small, tight vibrations through Bumblebee's chest. He had never done this with a bot who wasn't a flyer, but suspected the mechanics wouldn't matter terribly. His tentacles moved once in a silent, approving rattle.

Bumblebee's frame jerked sharply, and his servos flew to his mouth to stifle the static whimper, so strong that it burned his throat. He reached to the side, fumbling to find his vocalizer and snap it back into place. His atrophied techno-organic vocals finally shut off and he gasped through the replacement system. '_Soundwave,_' he purred through a low ripple of beeps, so incredibly revved by the larger mech. He couldn't admit how badly the vibrations were heating up his interface equipment. He struggled to close his legs with the tentacles holding them in place.

Soundwave glanced downwards but refused to loosen his grip on either of Bumblebee's legs. The first cycles were always intense, but he couldn't believe how responsive the Autobot was. It made him want to tease him, to give him more, to see how tightly he could be wound. One of the tentacles moved away from Bumblebee's stomach, flicking up his leg, over his thigh, until the tip hovered before his interface panel, swaying like a cobra. _Requesting permission: Application of stimulus._

Bumblebee took one glance down and had to look away, optics wide as his facial plating heated even more. He was too embarrassed to say 'yes', and too charged to say 'no.' Almost with chagrin, he let his interface panel click and slide open. He could feel lubricant already reaching the rim, and thanked Primus that he wasn't lubed up enough to leak any further.

Soundwave held him closer, wanting to signify his approval. He moved them both downwards toward the cave floor, feeling it would be best if both of them were off their pedes. At the same time, the mouth of the appendage covered Bumblebee's valve. There was a moment of quiet while it made the connection, Soundwave checking it, and then it began...a low charge emitted through the cable, sparking against the sensitive nodes he knew lay inside.

Initially, Bumblebee had been minutely disappointed that the feeler wasn't going to push in any deeper than the rim. But the thought vanished as the first charge pulsed into him. His hips jerked and he chirped in surprise.

Although he possessed almost no vocalizations of his own, Soundwave was nuanced in the voices of those around him...and quickly growing to appreciate Bumblebee's. A pulse of purple light travelled down his tentacle as wave after wave of charge rolled in to stimulate his valve. And then, just as another howl of wind raced across the cave entrance, the sound of the Decepticon's panel snapping open made itself heard clearly.

Bumblebee's optics shuttered as he looked down at Soundwave's spike. He let out a whine and began to ramble uncontrollably. '_S-Soundwave, please don't tell me you're just planning to self-service while you do this to me, I mean, it's really good but I've been resisting asking you to spike me because you're so reserved, I wasn't even sure you were interested in doing that to me but now you can't just tease me like this! It's not fair, so please if you don't want to interface with me just put it away_." Bumblebee finally managed to stop, and watched Soundwave with dread.

Soundwave met his optics, just as the tentacle stopped toying with him. It slipped away and he inched closer, resting the tips of his claws against Bumblebee's side - and the tip of his spike against his valve. He didn't enter yet, silently waiting for a reassurance to move forward; without it, he would withdraw his spike and abandon all thoughts of interfacing tonight.

Bumblebee was ecstatic with Soundwave's response up until the pause. Encouragingly he swung his legs around Soundwave's hips, rocking lightly against the end of his spike. He looked at Soundwave pleadingly. '_Don't make me beg, will you?_'

_Request for begging: redacted_. With that, Soundwave eased forward into the welcoming heat of Bumblebee's body. An electrical crackle from within him and another narrowing of his optics spoke in all the ways he could not; gave away his momentary struggle for internal control. He brought his servos to Bumblebee's hips, holding into them as he gave them both a moment to adjust.

Bumblebee melted back until he was lying against the floor of the cave, darkened optics still met with Soundwave's. And then they appreciatively slid down over him, examining the crisscrossing lines, angular plating slicing the negative space around him, even the slant of his optics making him remarkable. Bumblebee's patience finally began to wane, and he tightened the cabling in his valve to encourage the larger mech to move.

Soundwave could have gone on teasing Bumblebee all night, but with the tightening of his inner cabling, he lost the desire to. He pulled his hips back, thrusting deep into the young mech's tight valve, then drawing back out and thrusting again. His better judgment had been left behind long ago, and he simply drank in the sight of Bumblebee moving beneath him.

Bumblebee's artificial vocals began a rhythm that matched each thrust, a whine that rose each time the base of Soundwave's spike hit his valve. The feeling of being filled by him was intoxicating, and only briefly did it enter his processor that he was on his back under a Decepticon. The more he thought about it, the more he hated the idea of having possibly imagined this with any of the other Autobots. '_Ah… you feel good. You feel so good in me… nnnh…._'

This was only for now. There was no way it could ever happen again, even if they both wanted it to. With that firmly in mind, Soundwave made every motion count. He wanted to commit this all to memory...to be able to someday offline his optics and hear Bumblebee's incomparably sweet vocals, feel the ripple of his valve. He wanted Bumblebee to remember the pressure of his spike inside. Shuddering ecstatically, he let his tentacles roam free, sinuously caressing the scout's plating, tugging his leg up to give them both a better angle.

Bumblebee's vocals jumped in volume when Soundwave angled his hips higher, rubbing hard against a deep node in his valve every time he sunk into him. His servos flew to Soundwave's shoulders, trying to pull him closer. '_Oh Primus! Right there, right there…_' As much as he thought this was supposed to relieve him of his charge, he only felt it building. It was an unsettling feeling, as if Soundwave stopped now it would simply kill him. He wrapped his legs around him tighter, rocking his hips with each motion the Decepticon made, going mad as the charge climbed. '_What in Primus's name is… I feel like I'm gonna… something soon_…'

Encouraged by the servos on his shoulder, by the mounting crash of the storm, Soundwave adjusted his grip on the Autobot's hips, making sure to rub against that same node in just the same way. He pushed a brief message through to Bumblebee, but the clarity of it did not do justice to the sensations taking over him. His climax was so close he could taste it and if he'd had a voice, it would surely have been trembling, intakes gasping. _Suggested response: acceptance._

'_Acceptance… acceptance_…' Bumblebee repeated, trying to calm himself. He stopped fighting the charge, his vocals quieting for a moment. Letting go, his frame felt the full extent of the charge, every inch of him burning with heat as his temperature rocketed skyward. The last outward thing he could focus on was the look in Soundwave's optics, wild and unrestricted in every way he wanted Soundwave to look at him. His back arched up violently and he began to scream, that _something _crashing over him in the most rapturous, perfect way, like nothing he'd ever felt.

Soundwave would never allow himself to use a word like beautiful, but the sight of Bumblebee now - unhinged, free, lost to everything but the ecstasy coursing through him - resonated with him, and he knew that it was the most exquisite, natural thing he'd seen in a long, long while. He wasn't certain whether he could have held on a moment longer; with that valve gripping him and Bumblebee's scream ringing in his audials, he had no reason to. He buried himself deep in a final thrust, a sudden hiss of pleasure forcing its way up from his ruined throat and joining with the sound of the scout's cry.

The coarse sound of the flyer's natural vocals hit him at the end of his overload, sending one last spasm through him before he fell back. He clung to the memory of the noise, trying through his dizziness to archive the audio memory as best as he possibly could. His doorwings trembled from the dissipating charge as he regained thought process. '_I feel so good_,' he said with a beep resembling a sigh. His intakes began to cycle evenly, and he finally managed to online his optics to look at Soundwave.

Soundwave's optics were half closed, body completely sated, his processor too content to check himself for the way his digits stroked leisurely along Bumblebee's leg. His spike withdrew itself neatly. There were plenty of reasons to get up and move, just none that seemed terribly pressing just then. _Requesting status update. Tension: alleviated? _

'_Uh huh_,' Bumblebee said with a sort of pleased laziness. He groaned a little as Soundwave's spike left him, having been quite content to keep the feeling. He closed his panel, processor noting Soundwave's digits on his leg. He let his index finger trail over Soundwave's chest, exploring the layers of plating and the glow lines adorning his abdominal area. '_Everything feels so nice right now_,' he murmured. He listened to the heavy gusts of rain outside, which must have started some time during their mingling. _'__I never thought it would be this much fun being trapped in a cave with a Decepticon. I don't know what I'll do when it's time to go_.' Regretting it, he continued. '_Know what? Forget I said that. Let's not even talk about it._'

The only thing more foreign to Soundwave than physical intimacy was relaxation. He knew that the Vehicons speculated, glossa-in-cheek or otherwise, that he was wired to the ship itself and never slept; this was only a slight exaggeration. _Suggestion: accepted. _Most of the tentacles withdrew themselves, but he kept a few draped over Bumblebee, just for the feeling of having them there. Knowing there would never be another chance had been steadily chipping away at one inhibition after another. _Alternate topic: seeking proposals. _

'_Hmm_,' Bumblebee wondered. '_That's surprisingly hard. So many things are off limits_.' He had plenty of questions he wanted to ask, but with Soundwave being who he was, it was impossible to tell what might bring up a bad memory. '_How about you tell me something about yourself, something not dangerous to tell an Autobot. Tell me about something you like_.'

Soundwave suddenly wished that he had his visor back in place; the images it was capable of showing did justice to the small things that brought him pleasure, in ways that the commlink did not. _Subject: Earth satellite, catalog number 897.190. Output: Ambient music. Application: During routine monitoring. _He paused, knowing how cold such a description would sound to Bumblebee. Rather than struggle to explain it, he ran a small section of music through his playback feed, temporarily echoing throughout the cave. It was a high sound, devoid of lyrics, and a near perfect representation of light filtering down through wind and cloud.

Bumblebee hadn't known what to expect, but music was especially surprising. He listened to the soft flow of instruments and tried to picture Soundwave in the early hours of the day, filling tasks that he had been assigned. And more, he was listening to human music. But it wasn't anything like the things Miko played in the base. This was like the tide rising, like rain moving in reverse. It was the tectonic plates shifting across the planet. Bumblebee lifted his servos and unlatched his vocalizer. Trying to keep his scars out of direct view, he leaned up and placed a kiss on Soundwave's collar, and then another on his neck. He nuzzled the cabling slowly and moved to kiss his jaw line. He was hesitant to move forward, not wanting to be seen straight on in such close proximity, so he lingered there. It wasn't really a kiss anymore, just his lips resting on the metal, feeling it against him as he tried to memorize Soundwave.

It was suicidal to have an Autobot so close to the cabling of his throat, but the Decepticon felt no immediate sense of danger. Where reading the unsaid had always been one of his specialties, he felt only an awkward, tentative sincerity in Bumblebee's actions, one that seemed to warm the entire cave like a long energon bath. Brushing his mouthpiece softly against the side of Bumblebee's helm, he lay his fingertips to the Autobot's back, smoothing them upwards in a slow, silken contentment. Suddenly, Soundwave knew that it wasn't the idea of keeping such a dangerous secret that worried him.

It was the prospect of saying goodbye.


	6. Chapter 6

Bumblebee looked back at the rain and the occasional flash of light. Finally remembering he was mute, he commed him. _'I think we should recharge soon, but there's something we have to do first.'_ He slipped out from under Soundwave and climbed to his pedes, making his way to the mouth of the cave. He looked back at Soundwave. He would have laughed if he wasn't mute, so he pulled a broad grin and stepped into the downpour.

Rising up from the ground and retracting his last tentacles, Soundwave ambled over to the cave entrance. The minute aftershocks that had been so potent had left their mark, filling him with a fatigue that was not at all unpleasant. He watched Bumblebee out in the rain, arching an optic quizzically at him.

Bumblebee bent forward, rubbing his inner thigh plating, ridding himself of any residuals from the interface and letting the rain wash it away. He felt empowered from all that had happened, not the interface but who it was with, who he was with now, who he wasn't shooting at and vice versa. A little Earth rain was nothing next to all that they had accomplished. Or maybe he was just high on his overload. Who knew? He went to fetch Soundwave, pulling him by the servos out into the open. _'You don't want to recharge dirty, do you?'_ he commed.

He looked up into the rain, blinking it from his optics. The sky overhead was completely blackened and what the moonlight did show, iron-slated clouds covered. In spite of this, Soundwave felt lighter and freer than he ever had in the sun; as though he had become someone else for the night and left the real Soundwave miles away, along with all the concerns that came with being him. When he looked at Bumblebee, there was water cascading over his facial plating, and he was smiling. _Negative_. He flicked his helm, sending droplets flying from the prongs and showering over Bumblebee.

Bumblebee gave a breathy, soundless laugh. He looked at Soundwave incredulously, unbelieving that he had done something playful. Then the smile slipped from his face. _'Soundwave,' _he commed,_ 'Would you kiss me? Is there any way? I'll offline my optics, I won't even see you.'_

Soundwave held up a servo for him to stop, saying nothing. The rain beat down on them endlessly, one more thing that was out of their control. Then, he reached up and tugged his own mouth piece out of the way. Unlike with Bumblebee, the scars only tugged at the corners of his mouth.

Bumblebee could only think that it was a tragedy that Soundwave had hidden this face from the world. He tucked in close to him and arched his pedes to the tips, servos sliding up to wrap around his neck, encouraging him to bend forward.

Soundwave bent downwards, covering the rest of the distance between them until finally, he was remembering just what it felt like to kiss someone. His servos rested on his waist, his optics half open, everything too wonderful and surreal to hold concerns about his own lack of practice.

Bumblebee's optics darkened and offlined. He pulled back and pressed in again, moving his lips against the other's and marveling at how right it felt to kiss Soundwave. He parted his lips, letting his glossa lightly rest on the deepest scar on Soundwave's mouth, memorizing the shape and feel of it. He closed his mouth, but unsatisfied, came forward to kiss him one last time. Finally he rested his pedes flat against the muddy grass.

Soundwave continued to hold him close, feeling the rain rinse them clean and shining. There was so much that he longed for, but he couldn't even put an exact name to what those things were. He closed his optics, listening to the sounds of the storm and the hum of their combined mechanics, proof that the world would go on in spite of whatever came next. _Suggestion: Recharge._

_'Sounds good,_' Bumblebee commed back, feeling low on energy despite his desire to stay online. He took Soundwave's servo and lightly pulled him into the cave again, admitting to himself that he was behaving slightly sparkling-ish. He just didn't want to let go of him. He found his vocalizer where he'd left it and snapped it on. '_So, are you taking the couch or the bed? Whichever you take, I'm taking too_.'

As he stepped through the shower of water that cloaked the door entrance, Soundwave was already replacing his mouthpiece. Before it completely covered him, his smile gave a slight twitch. He settled down on the cave floor, where the ground was somewhat smoother and still held a trace of their body heat. His optics were itching for recharge even though his power supply was still holding out.

Bee settled down on his front so that his doorwings wouldn't be crushed against rock all night. He stretched and folded an arm beneath his helm, intakes filling in a deep sigh. He told himself he was too tough to wrap himself around the other, but he pressed himself so close that he might as well have done so. '_Primus, you wore me out_,' he said in a low, sleepy set of beeps. '_See you in the morning_.' He thought for a moment and added, '_Could you run that song again?_'

Soundwave made himself comfortable beside Bumblebee, shifted onto his side. Although he didn't actually intend it, his broad arms crossed over the Autobot's frame, which was fine with him. Watching him through half lidded optics, he ran through his selection of music until he came to the one they both enjoyed so much. As he let it play, the ethereal sound mingled with that of the rain outside.

* * *

When he onlined, Bumblebee was met with an orange glow filtering through the trees. The mouth of the cave glistened with the rain from last night's storm. He checked his internal clock and found that it was still very early. He shifted, and turned over to see if Soundwave was online yet. His optics flickered, surprised to find the back of the cave was empty. Panic struck him. He was gone? It was over already? He let out a mechanical whimper as he scrambled to his pedes and headed out. He looked around, frantically trying to spot the other. And there he saw it, a flash of light reflecting off metal through the trees.

He began to run.

'_Soundwave! Wait!_'


	7. Chapter 7

Soundwave stood beneath the trees, surrounded by plumes of mist rising off the forest floor. The sky was barely beginning to lighten, just a hint of a glow off in the distance, but its very visibility had marked the clearing of the skies and he had known it was time.

Briefly, he was irritated with Bumblebee; he would have preferred to make a clean escape of it, to avoid protracted goodbyes, and to leave with the memory of him recharging beside him safely in his banks, where he would always keep it. But he paused and looked at him, willing to listen while he still had the time.

Bumblebee stopped farther away than he would have last night. With a sinking feeling, he knew this was the appropriate distance to keep between them. '_Even for a Decepticon, I thought you'd be better than sneaking out on me_.'

With the distance between them, it was suddenly strange to remember how close they had been all through the night, and Soundwave felt a pang of guilt that only threatened to grow larger by the moment. It was for this very reason that he knew he couldn't linger. _Situation: Unstable. Withdrawal: Inevitable._

'_Yeah but…_' Bee sighed. '_You're right. I guess you're just more mature than I am. Well, take care of yourself. I'll see you again when the big bots clash.' _Bumblebee watched him a moment longer, just to take in the sight of him before turning in the direction from which they'd come.

A while passed walking alone before he reached the road. He knew the others would be worried about his disappearance and he couldn't afford to delay returning home any longer. As he shifted into alt mode and drove off toward the base, he pulled up Soundwave's song and let it play through his system.

With the sound of Bumblebee's engines fading, the choir of dawn birds still in their nests, and the storm long having moved on, Soundwave was left with silence. He stood there alone, beads of moisture dotted across his plating and a straightforward calm to his optics, as though his mask had already returned to his face. As though it had never left.

Finally, the signal for which he'd waited with such anticipation appeared in his communications system; the signal of the Nemesis. A short distress call was all it took, and he transmitted one toward the heavens now.

Before the bridge could be opened, in these last moments darkness and quiet, the officer paused. He reached into his holding compartment just once, letting the polishing rag slip over his digits.

It felt like the sound of rain.

Then the ground bridge opened up before him, and Soundwave stepped on through.

_~End~_


End file.
